Blackstone Power & Natural Resources Holdco L.P. v. NextEra Energy Transmission Investments, LLC

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

BLACKSTONE POWER & NATURAL )
RESOURCES HOLDCO L.P., )
)
Plaintiff, )
) C.A. No. 2025-0644-KMM
v. )
)
NEXTERA ENERGY TRANSMISSION )
INVESTMENTS, LLC )
)
Defendant. )

Date Submitted: December 8, 2025
Date Decided: January 29, 2026

MEMORANDUM OPINION

David E. Ross, Eric D. Selden, ROSS ARONSTAM & MORITZ LLP, Wilmington,
Delaware; Eric Leon, Joseph Serino, Jr. (argued), Connor Clerkin, L ATHAM &
WATKINS LLP, New York, New York; Jack McNeily L ATHAM & WATKINS LLP,
Chicago Illinois; Attorneys for Plaintiff.

Albert H. Manwaring, IV, Kirsten A. Zeberkiewicz, Barnaby Grzaslewicz, M ORRIS
JAMES LLP, Wilmington, Delaware; Enu A. Mainigi, Robert A. Van Kirk, Amanda
M. MacDonald (argued), Leo Y. Ding, Raffaele B. Triggiano, WILLIAMS &
CONNOLLY LLP, Washington, DC; Attorneys for Defendant.

Miller, J.
I. INTRODUCTION

Plaintiff Blackstone Power & Natural Resources Holdco L.P. (“Blackstone”)

sold its interest in two electric infrastructure companies to Defendant Nextera

Energy Transmission Investments, LLC (“Nextera”) pursuant to a purchase and sale

agreement. The agreement contemplated earn-out payments if certain defined

projects, still in development at the time of the transaction, came to fruition. The

parties’ dispute is fueled by their competing views over whether certain projects

qualify for earn-out payments. Blackstone takes the position that it is now entitled

to earn-out payments. To that end, Blackstone seeks a declaratory judgment and

brings a claim of breach of contract.

Nextera filed a motion to dismiss (the “Motion”) under Rule 12(b)(1), or in

the alternative 12(b)(6). Relevant here, Nextera argues that this court lacks subject

matter jurisdiction because Blackstone’s claims fail to invoke equity jurisdiction.

One of Blackstone’s causes of action is purely legal: breach of contract seeking

monetary damages. Thus, Blackstone is left to anchor equitable jurisdiction to its

request for a declaratory judgment. A review of the requested declaration, and the

complaint, however, leads the Court to conclude that Blackstone has an adequate

remedy at law. Because its complaint neither states an equitable claim nor seeks an

equitable remedy, this court lacks subject matter jurisdiction. Accordingly,

Nextera’s Motion is GRANTED.

2
II. FACTUAL BACKGROUND1

A. Nextera purchases GridLiance

Nextera is an electric power and energy infrastructure company.2 In 2020,

under a purchase and sale agreement (the “PSA”), Nextera acquired all of

Blackstone’s equity interest in two entities, GridLiance Holdco, LP and GridLiance

GP, LLC (together “GridLiance”).3 GridLiance specializes in developing and

operating electric transmission infrastructure.4

As part of the purchase, Nextera acquired GridLiance West (“GLW”), a

collection of transmission facilities in southwestern Nevada operated on the

California Independent System Operator (“CAISO”) transmission grid.5 CAISO is

a regional transmission organization responsible for planning and approval of

transmission projects within its region.6

Prior to Nextera’s acquisition, GridLiance was in the early stages of an

expansion of GLW that would connect GLW to southern California (the “Silverado

Renewables Connection”).7 The Silverado Renewables Connection was to occur

over three phases and required approval of CAISO. However, at the time of

1
The facts are drawn from the operative complaint and the documents it incorporates by reference.
2
D.I. 1 (“Compl.”) ¶ 24.
3
Id. ¶¶ 1, 27, Ex. A (“PSA”).
4
Id. ¶ 2.
5
Id. ¶¶ 3, 20, 22, 24.
6
Id. ¶¶ 3, 23.
7
Id. ¶¶ 5, 24
3
Nextera’s acquisition it was uncertain whether Phase II and Phase III of the Silverado

Renewables Connection would ultimately receive CAISO approval.8 If these phases

were approved, GridLiance’s value would significantly increase.9

B. The earn-out structure

To account for that possibility, Nextera and Blackstone agreed to structure the

transaction to include for the possibility of earn-out payments (“Earn-out

Payments”) tethered to the success of certain projects (“Earn-out Projects”).10 The

parties specifically enumerated and defined Earn-out Projects, including Phase II of

the Silverado Renewables Connection.11

Earn-out Payments comprised both quarterly payments (“Quarterly Earn-out

Payments”), made for ten years after the Nextera’s purchase of GridLiance (the

“Earn-out Period”), and a final earn-out payment made at the end of the ten-year

period.12 The PSA required Quarterly Earn-out Payments to be calculated pursuant

to a formula that added together

50% of the sum of (i) all expenditures paid by or on behalf of
[Nextera]…during such calendar quarter in furtherance of the
placement into service of any Earn-out Projects and (ii) all allowances
for funds used by or on behalf of [Nextera]…during construction and
any other amounts included as additional rate base for any Earn-out
Projects actually placed into service during such calendar quarter[.]13
8
Id. ¶¶ 5, 8, 23, 25.
9
Id. ¶¶ 4, 25.
10
Id. ¶¶ 8, 26.
11
PSA, Schedule D.
12
Compl. ¶ 28; PSA § 2.06(a)–(b).
13
PSA, Art. 1 at 13.
4
Together with the Quarterly Earn-out Payments, Nextera was to “deliver to

[Blackstone’s] Representative a statement setting forth [Nextera’s] good faith

determination of the Quarterly Earn-out Payment, together with [] reasonable

supporting calculations and documents used in the preparation of such statement”

(the “Earn-out Statement”). 14

To complement the Earn-out Payments, the PSA further provided “that

[Nextera], during the Earn-out Period, [] shall…(i) use Commercially Reasonable

efforts to achieve placement into service of such Earn-out Projects and (ii) not take

any action the principal purpose of which is to circumvent [Blackstone’s] rights to

Earn-out Payments[.]”15

C. The dispute resolution mechanism

The PSA establishes a dispute resolution process in the event Blackstone

“disput[es] any item set forth on any Earn-out Statement” (a “Disputed Item”).16 To

initiate such a dispute, Blackstone first serves Nextera written notice of the dispute.17

Thereafter, Blackstone and Nextera must “negotiate in good faith a resolution of all

Disputed Items” for a period of thirty days following the delivery of Blackstone’s

14
Id. § 2.06(a).
15
Id. § 2.06(c).
16
Id. § 2.06(f)(i).
17
Id.
5
written notice.18 If any Disputed Items remain after the parties’ negotiations, either

party may submit those remaining items for resolution by an industry expert.19

Depending on the nature of the remaining disputes, the parties “shall instruct the

Industry Expert(s) to act as an expert in the utility industry, construction,

engineering, regulatory, or accounting fields (as relevant) and not an arbitrator.”20

Within 30 days of the their submission, the industry expert is to “render a

determination of all remaining Disputed Items, which shall [] include a written

statement of such findings and conclusions and [] absent manifest error, be final and

binding on the [p]arties[.]”21

D. Relevant jurisdictional provisions

Under the PSA the parties agreed to the “exclusive jurisdiction of the

Delaware Court of Chancery or if [this court] declines to accept jurisdiction over a

particular matter, any state or federal court in the State of Delaware for purposes of

any proceeding directly or indirectly arising out of… [the PSA].”22

Under Section 10.13, the parties further stipulated “that irreparable damage

would occur in the event that any provision of [the PSA] were not performed in

18
Id. §§ 2.05 (b), 2.06(f)(ii) (“[T]he dispute resolution procedures applicable to…Section
2.05(b)…shall apply to all disputed items set forth in the Earn-out Dispute Notice.”).
19
Id. § 2.05 (b), 2.06(f)(ii).
20
Id. § 2.06(f)(ii).
21
Id. § 2.05(b).
22
Id. § 10.09.
6
accordance with its specific terms or were otherwise breached…and…that monetary

damages would be an inadequate remedy therefor.”23

E. This litigation

On June 9, 2025, Blackstone commenced this action by filing the Complaint,

advancing claims for declaratory judgment (Count I) and breach of contract (Count

II).24

At center of this suit is the parties’ dispute over whether certain projects (the

“Disputed Projects”), for which Nextera has received CAISO approval, fall within

the PSA’s definition of Phase II of the Silverado Renewables Connections and thus,

qualify for Quarterly Earn-out Payments.25 Blackstone seeks “a declaratory

judgment that the Disputed Projects qualify as Earn-out Projects under the PSA and

that Nextera must comply with all attendant obligations and requirements for such

projects under the PSA.”26

III. PARTIES’ CONTENTIONS

Nextera argues that Blackstone’s request for declaratory judgment and claim

for breach of contract do not invoke equity, thus this court lacks subject matter

jurisdiction.27

23
Id. § 10.13.
24
Compl. ¶¶ 64–76.
25
Id. ¶¶ 46–59.
26
Id. ¶ 70.
27
D.I. 12 (Opening Brief) at 33–37.
7
Blackstone contends subject matter jurisdiction is proper here because it lacks

an adequate remedy at law for the declaratory judgment claim and this Court can

exercise jurisdiction over the breach of contract claim under the cleanup doctrine.28

IV. STANDARD OF REVIEW

A motion under Rule 12(b)(1) will be granted “if it appears from the record

that the Court does not have jurisdiction over the claim.”29 The Court of Chancery,

Delaware’s Constitutional court of equity, “can acquire subject matter jurisdiction

over a cause in only three ways, namely, if: (1) one or more of the plaintiff’s claims

for relief is equitable in character, (2) the plaintiff requests relief that is equitable in

nature, or (3) subject matter jurisdiction is conferred by statute.”30 This court does

not have jurisdiction to determine any matter where a ‘“sufficient remedy may be

had at common law, or statute, before any other court or jurisdiction of this State.”’31

“The plaintiff bears the burden of establishing the Court’s jurisdiction[.]”32

“The court determines whether it has jurisdiction by looking at the face of the

28
D.I. 26 (Answering Brief (“AB”)) at 30–34.
29
Investview, Inc. v. UIU Holdings, LLC, 2025 WL 3230992, at *3 (Del. Ch. Nov. 21, 2025)
(internal citations and quotation marks omitted).
30
Alliance Compressors LLC v. Lennox Indus., 2020 WL 57897, at *3 (Del. Ch. Jan. 6, 2020)
(quoting Candlewood Timber Group, LLC v. Pan American Energy, LLC, 859 A.2d 989, 997 (Del.
2004) (citing 10 Del. C. §§ 341, 342)).
31
Investview, Inc., 2025 WL 3250992, at *3 (quoting 10 Del. C. § 342).
32
Burkhart v. Genworth Fin. Inc., 250 A.3d 842, 851 (Del. Ch. 2020) (internal citations and
quotation marks omitted).
8
complaint.”33 But a court need not accept the complaint’s allegations and is free to

“conduct its own independent assessment to determine whether subject matter

jurisdiction exists.”34

V. ANALYSIS

To meet its burden, Blackstone relies entirely on its request for declaratory

judgment.35 The Delaware Declaratory Judgment Act (the “Act”) grants Delaware

courts “within their jurisdiction” the “power to declare rights, status and other legal

relations whether or not further relief is or could be claimed.”36 But the “Act neither

adds to nor subtracts from a court’s subject matter jurisdiction.”37 Thus, “whether

subject matter jurisdiction rests with the Court of Chancery in a declaratory

judgment action is ‘determined without reference to the [Act],’”38 and “the question

33
DBMP LLC v. Del. Claims Processing Facility, LLC, 2025 WL 3013006, at *7 (Del. Ch. Oct.
24, 2025).
34
Id.
35
Blackstone also moved to dismiss under Rule 12(b)(1) because in the PSA, the parties agreed to
an alternative dispute resolution (“ADR”) mechanism. Under such an analysis, the court actually
has subject matter jurisdiction, but because of the parties’ agreement, may decline to exercise its
jurisdiction in favor of ADR. Gandhi-Kapoor v. Hone Capital LLC, 307 A.3d 328, 340–45 (Del.
Ch. 2023) (“a motion to dismiss in favor of arbitration does not deprive a court of subject matter
jurisdiction; it asks the court to enforce the parties’ agreement to arbitrate and abstain from
exercising jurisdiction that the court otherwise would have.”). Therefore, before the Court reaches
the dispute over the ADR process, it must first determine whether equitable jurisdiction exists in
the first instance. Preston Hollow Cap. LLC v. Nuveen LLC, 2019 WL 3801471, at *4 (Del. Ch.
Aug. 13, 2019) (“Equitable jurisdiction is a predicate issue for every matter in this court of limited
jurisdiction.”).
36
10 Del. C. § 6501.
37
DBMP LLC, 2025 WL 3013006, at *9.
38
Athene Life and Annuity Co. v. Am. Gen. Life Ins. Co., 2019 WL 3451376, at *5 (Del. Ch. July
19, 2019) (quoting Jefferson Chem. Co. v. Mobay Chem. Co., 253 A.2d 512, 514 (Del. Ch. 1969)).
9
remains whether ‘there is any underlying basis for equity jurisdiction measured by

traditional standards.’”39

Blackstone does not pair its request for declaratory judgment with a request

for a traditional equitable remedy. Rather, Blackstone asserts that the declaratory

judgment request alone is sufficient because “[t]here is no adequate remedy at

law.”40 That is, Blackstone’s purported equitable remedy is a legal determination on

the correct interpretation of an Earn-out Project under the PSA.41

In determining whether a claimant has an adequate remedy at law, “[t]he

question is whether the remedy available at law will afford the plaintiff full, fair, and

complete relief.”42 This jurisdictional inquiry requires “a close examination of the

plaintiff’s claims” and the relief actually sought.43 “[A] mere allegation that there is

no adequate remedy at law is insufficient to end the inquiry if such allegation is a

mere façade.”44 And “[w]here ‘money damages will suffice to remedy any alleged

39
DBMP LLC, 2025 WL 3013006, at *10 (quoting Diebold Computer Leasing, Inc. v. Commercial
Credit Corp., 267 A.2d 586, 591 (Del. 1970)).
40
Compl. 69; AB at 29–34.
41
AB at 34 (“[Blackstone] brought a claim for declaratory relief asking this Court to resolve this
dispute by, among other things, interpreting the contract term ‘Earn-out Project’ as a matter of
law.”).
42
Qlarant, Inc., 2022 WL 211367, at *3 (internal quotations and citations omitted) (cleaned up).
43
Id.
44
Athene, 2019 WL 3451376, at *4.
10
breach to date, and declaratory relief will establish the proper procedure’ for

payment of damages, there is no need for equitable relief.”45

Under Blackstone’s view, it cannot obtain adequate legal relief because, at

present, “it is impossible for [Blackstone] to quantify with certainty the Earn-out

Payments owed on the ongoing Disputed Projects, let alone any additional Earn-out

Projects.”46 Namely because “the framework of the PSA’s earn-out provisions

reflects the reality that the Earn-out Payments owed to [Blackstone] under the PSA

cannot be calculated with reasonable certainty until the conclusion of the ten-year

Earn-out Period.”47 Blackstone further argues that Nextera, “through GridLiance,

may be developing other projects, in addition to the Disputed Projects that also

qualify as Earn-out Projects but have not been disclosed to [Blackstone] because of

[Nextera’s] erroneous interpretation of the PSA.”48 And it additionally argues that

the parties’ stipulation of inadequate money damages supports the finding of an

inadequate remedy at law.49

A. Contractually stipulated inadequate money damages

While the PSA reflects the parties’ agreement that money damages are an

inadequate remedy, “parties may not confer subject matter jurisdiction by

45
Epic/ Freedom, LLC v. Aveanna Healthcare, LLC, 2021 WL 1049469, at *3 (Del. Ch. Mar. 19,
2021) (quoting Alliance, 2020 WL 57897, at *5).
46
AB at 30–31.
47
Id. at 32.
48
Id.; Compl. ¶ 51.
49
AB at 32–33; PSA § 10.13.
11
agreement[.]”50 Blackstone recognizes this principle but still argues that the Court

must give weight to Section 10.13 in a subject matter jurisdiction determination.51

This “Court will consider contractual stipulations of irreparable harm [and

inadequate money damages] in connection with exercising its discretion to award

[equitable] relief[.]”52 However, if the facts as pled do not warrant a finding of

equitable jurisdiction, “this Court is not required to ignore those facts[]” in favor of

a contractual provision.53 Thus, Section 10.13 alone will not operate as a method by

which the Court will acquire subject matter jurisdiction.54 Blackstone bears the

burden of showing that a legal remedy is inadequate.

B. Blackstone has an adequate remedy at law.

Blackstone’s allegations in the Complaint do not support a finding of an

inadequate remedy at law. In coming to this conclusion, the Court finds Alliance

50
Thompson v. Lynch, 990 A.2d 432, 434 (Del. 2010).
51
AB at 32–33.
52
HB Next LLC v. Goodman, 2025 WL 3174629, at *5 (Del. Ch. Oct. 31, 2025). The cases
Blackstone cites for support confirm this proposition. See, e.g., Am. Healthcare Admin. Servs.,
Inc. v. Aizen, 285 A.3d 461, 495–96 (Del. Ch. 2022); Hexion Specialty Chems., Inc. v. Huntsman
Corp., 965 A.2d 715, 762 (Del. Ch. 2008); Gildor v. Optical Sols. Inc., 2006 WL 4782348 at *10–
11 (Del. Ch. June 5, 2006); Kansas City S. v. Grupo TMM, S.A., 2003 WL 22659332, at *5 (Del.
Ch. Nov. 4, 2003).
53
Quarum v. Mitchell Int’l., Inc., 2019 WL 158153, at *3 (Del. Ch. Jan. 10, 2019) (quoting Kansas
City S., 2003 WL 22659332, at *5) (emphasis original).
54
See HB Next LLC, 2025 WL 3174629, at *5 (finding that despite a contractual provision stating
a “remedy at law for any breach of this [agreement] will be inadequate” the court was still required
to undertake an “independent inquiry” as to subject matter jurisdiction); see also Endowment
Research Group, LLC v. Wildcat Venture Partners, LLC, 2021 WL 841049, at *7–8 (Del. Ch. Mar.
21, 2021) (finding the facts as pled and claims involved “lend themselves to equitable remedies.”
Then finding the parties’ stipulation that money damages would not provide an adequate remedy
at law among the factors that “bolster[ed]” the finding of equity jurisdiction).
12
Compressors LLC v. Lennox Industries Inc. instructive.55 In Alliance, the parties

entered into a supply agreement under which defendant agreed to purchase from

plaintiff “a certain minimum percentage of the total number of [air] compressors”

that defendant required until 2046.56 Under the supply agreement, the specific

number of compressors to be bought in any given year was tied to “the total number

of compressors…that [were] used in such year by [defendant] to satisfy the

production needs of the Business.”57 Thereafter, defendant informed plaintiff that

defendant intended to use a different calculation, allegedly in an attempt to avoid the

compressor purchase obligation.58

Plaintiff brought suit in this court seeking declaratory relief and specific

performance.59 Defendant moved to dismiss for lack of subject matter jurisdiction.60

Plaintiff argued that jurisdiction was proper because it had no adequate remedy at

law: first, because the supply agreement had more than twenty-five years left on its

term, and absent specific performance, it would be deprived of its benefit of the

bargain;61 and second, because damages would be difficult to quantify as sales to

defendant were based on defendant’s usage of air compressors, which changed from

55
2020 WL 57897 (Del. Ch. Jan. 6, 2020).
56
Id. at *1.
57
Id.
58
Id. at *2.
59
Id.
60
Id.
61
Id. at *3.
13
year to year.62 The Alliance court rejected plaintiff’s arguments and found that

plaintiff had an adequate remedy at law. A review of the complaint led the Alliance

court to conclude that money damages would suffice to remedy any breach to date

and a declaratory judgment would establish the proper method of calculating

compressors purchase requirements.63

Here, just as in Alliance, the door to equity does not open simply because an

agreement contemplates variable future payments. Damages, now and in the future,

are readily calculable using the parties’ Quarterly Earn-Out Payment calculation.

Should Blackstone prevail in its request for declaratory judgment, the Disputed

Projects would consequently become Earn-out Projects. At that point, the PSA

would control, including the parties’ well-defined calculation, entitling Blackstone

to damages in the amount of Quarterly Earn-out Payments to date, and additional

Quarterly Earn-out Payments as development of the Earn-out Projects continued.64

62
Id.
63
Id. at *5.
64
For support Blackstone cites Amaysing Technologies Corp. v. Cyberair Communications, Inc.
2004 WL 1192602 (Del. Ch. May 28, 2004). This case is distinguishable. In Amaysing, the court
found the plaintiff lacked an adequate remedy at law because money damages would be “nearly
impossible” to measure. Id. at *5. The dispute stemmed from a bridge loan, under which defendant
funded plaintiff’s novel technology business. Id. at *1. When defendant refused to pay the full
amount of the loan, plaintiff sued. Id. Plaintiff argued that defendant’s failure to pay the loan
prevented it from developing and completing the technology, and that calculation of potential
profits would be speculative given the technology’s novel nature and its undeveloped market. Id.
at *4. The court followed plaintiff’s reasoning and found that ‘[b]ecause such damages are likely
merely speculative, [plaintiff] has no adequate remedy at law….” Id. at *5.
Here, there is no novel technology or unestablished market. Damages are calculable using the
Quarterly Earn-Out calculation.
14
Any future issue that “may” arise as to unidentified disputed projects is speculative

at best, such that a declaration addressing them would amount to instructing Nextera

to ‘“go, and breach no more’…and [is] thus inappropriate.”65

VI. CONCLUSION

Blackstone has an adequate remedy at law. Accordingly, the Court of

Chancery cannot exercise subject matter jurisdiction over its claims and Nextera’s

Motion is GRANTED. Blackstone may elect to transfer this case to the Superior

Court pursuant to 10 Del. C. § 1902 within 60 days.

If Blackstone elects to transfer the case, the parties are to meet and confer and

advise the Court whether the remainder of the issues, presented by the fully-briefed

motion and oral argument, are then ripe for the Superior Court to decide.

/s/Kathleen M. Miller
Kathleen M. Miller, Judge66

65
Alliance, 2020 WL 57897, at *5 (quoting Athene, 2019 WL 3451376, at *7). The Alliance court
relied heavily upon this court’s decision in Athene Life and Annuity Co. v. Am. Gen. Life Ins. Co.
2019 WL 3451376 (Del. Ch. July 31, 2019). In Athene, plaintiff sought two equitable remedies,
specific performance coupled with a claim of breach of contract and an injunction coupled with a
claim for declaratory judgment. Id. at *3. Plaintiff argued that the equitable relief sought was
necessary because it had no adequate remedy at law based on the now familiar argument that
money damages alone could not prevent a future of breach of contract. Id. at *7. The court rejected
plaintiff’s arguments. It found money damages sufficient to remedy the alleged harm to date and
made clear that this court “does not enjoin hypothetical future breaches of contract.” Id. at *8 (“No
court order (even in equity) is self-enforcing[.]”).
66
Sitting as a Vice Chancellor by designation. D.I. 2.
15